Merchant Services Agreement

MERCHANT SERVICES AGREEMENT

This Merchant Services Agreement (the Agreement) is made effective as of by and between Merchant Name: , a business organized as Entity Type: Corporation LLC Partnership Other with principal place of business at , and Provider Name: , a business organized as Entity Type: Corporation LLC Partnership Other with principal place of business at . Merchant and Provider are each a Party and collectively the Parties.

RECITALS

WHEREAS, Provider is engaged in the business of providing payment processing services, acquiring bank relationships, and related technical and settlement services to merchants; and

WHEREAS, Merchant desires to engage Provider to process payment card transactions and related electronic payments in accordance with the terms of this Agreement; and

WHEREAS, Provider is willing to provide such services to Merchant subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below: "Card Network" means Visa, MasterCard, Discover, American Express and any network that facilitates card transactions; "Chargeback" means a charge reversed by an Issuer or Card Network under applicable rules; "Fees" means all processing fees, transaction fees, monthly fees, chargeback fees and other amounts payable by Merchant to Provider under this Agreement. Other defined terms are set forth in the context of their use herein.

2. SERVICES

Provider shall provide payment processing, authorization, clearing, settlement, reporting and related services (collectively, the Services) necessary to accept and settle Card Transactions initiated by Merchant. Provider's provision of Services is subject to approval by acquiring banks and Card Networks, and Provider will use commercially reasonable efforts to maintain the ability to process transactions on terms generally available to similarly situated merchants.

3. FEES AND PAYMENT

Merchant shall pay the Fees set forth below. All Fees are due and payable in accordance with Provider's standard billing practices and may be deducted from settlement funds as authorized by Merchant.

4. SETTLEMENT; FUNDS

Provider will remit settlement funds to Merchant, net of Fees, subject to holdbacks and reserves as permitted herein and by Card Network rules. Settlement frequency shall be . Merchant's designated bank account for settlement is:

5. SECURITY, RESERVES AND SETOFF

Provider may impose reserves, chargebacks, holds and setoffs against settlement funds if Provider reasonably determines that Merchant poses credit, fraud, operational or regulatory risks. Provider may require an initial reserve or periodic reserve adjustments to protect Provider and its acquiring banks from losses. Provider shall provide notice of any reserve or hold in accordance with Section 14 (Notices).

6. DATA SECURITY; PCI COMPLIANCE

Merchant shall comply with applicable Payment Card Industry Data Security Standard (PCI DSS) requirements and any reasonable security requirements imposed by Provider or Card Networks. Merchant shall implement and maintain technical and organizational measures to protect cardholder data and shall promptly notify Provider of any actual or suspected data breach. Merchant remains primarily responsible for any compromise of cardholder data resulting from Merchant's systems or failure to comply with PCI requirements.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement, that execution and performance will not violate any agreement or law, and that the information provided to the other Party is true, complete and not misleading. Merchant further represents that it will not engage in high-risk or prohibited business activities under Card Network rules.

8. INDEMNIFICATION

Merchant shall indemnify, defend and hold harmless Provider, its affiliates, and their respective officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses (including reasonable attorneys' fees) arising out of Merchant's breach of this Agreement, Merchant's negligence, fraud, or violations of law, and claims relating to Chargebacks attributable to Merchant's acts or omissions.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL FEES PAID BY MERCHANT TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. TERMINATION

This Agreement shall commence on the Effective Date and continue until terminated by either Party upon thirty (30) days' prior written notice; provided, however, that Provider may immediately suspend or terminate Services if Merchant breaches this Agreement, Card Network rules require suspension, or Provider reasonably determines Merchant poses an unacceptable risk of loss or fraud.

11. CONFIDENTIALITY

Each Party shall keep confidential and shall not disclose to any third party any confidential information of the other Party, except as required by law, court order, regulatory requirement or Card Network rule. Confidential information does not include information that is or becomes generally available to the public through no breach of this Agreement.

12. COMPLIANCE WITH LAWS AND CARD NETWORK RULES

Merchant agrees to comply with all applicable laws, regulations and Card Network operating rules. Provider shall comply with applicable laws in performing the Services but makes no warranty of continued participation by any acquiring bank or Card Network.

13. RECORDS, AUDIT AND REPORTING

Provider will provide regular reporting of transactions and settlements. Provider may audit Merchant's compliance with this Agreement and Card Network rules; Merchant shall provide reasonable access to records and systems upon reasonable notice, except to the extent prohibited by law or confidentiality obligations.

14. NOTICES

All notices under this Agreement shall be in writing and sent to the addresses set forth below or to such other address as either Party may designate by notice.

15. AMENDMENTS; WAIVER

No amendment, modification or waiver of this Agreement shall be effective unless in writing and signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile, scanned, or electronic signatures shall be binding.

17. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state specified by the Parties below without regard to its conflict of laws principles. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. MISCELLANEOUS

The Parties acknowledge that certain provisions of this Agreement are required by Card Networks or acquiring banks; such provisions shall survive termination. Any notices, consents or approvals required shall be in writing as provided in Section 14. If Provider assigns or novates its rights under this Agreement to an acquiring bank or other financial institution, Merchant shall continue to perform its obligations to such assignee.

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